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Resolution No. 8823 1 2 3 RESOLUTION NO. 8823 4 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN AMENDED GENERAL COUNSEL AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND KARNS & KARABIAN 5 6 7 WHEREAS, by minute order adopted on December 4, 2002, the 8 City Council of the City of Vernon approved a Letter of Representation 9 dated November 26, 2002, with Karns & Karabian ("K&K") to provide 10 representation and advice to the City respecting governmental licensing 11 and public financing issues; and 12 WHEREAS, by minute order adopted on August 12, 2003, the City 13 Council of the City of Vernon approved an engagement letter dated 14 July 28, 2003, with K&K to provide General Counsel services on all 15 general matters assigned to the firm; and 16 WHEREAS, on November 17, 2004, the City Council of the City 17 of Vernon adopted Resolution No. 8601 approving an engagement letter 18 dated November 17, 2004, with K&K to provide legal opinions, various 19 legal and transaction structure advisory work and other consulting and 20 research services; and 21 WHEREAS, the agreements referenced above shall hereinafter be 22 collectively referred to as the "Existing Agreements;" and 23 WHEREAS, Jeffrey A. Harrison ("Harrison") is an experienced 24 attorney at the law firm of K&K and has been providing legal services 25 to the City; and 26 WHEREAS, K&K and the City desire to modify the Existing 27 Agreements to expand the scope of services to include, but not be 28 limited to, administrative, financial, and environmental consulting 1 services in connection with the financing, development, permitting and 2 construction of any major capital improvements to be undertaken by the 3 City and any other additional services as requested by the City and to 4 modify the compensation paid to K&K; and 5 WHEREAS, K&K and the City desire to change the relationship 6 between the parties so that Harrison will be considered and assume the 7 obligations, liabilities, burdens and rights of being an employee of 8 the City of Vernon as the City's Chief Assistant City Attorney; and 9 WHEREAS, Harrison has agreed to accept such modifications in 10 terms and benefits; and 11 WHEREAS, the City Council of the City of Vernon intends to 12 approve retirement benefits to change Harrison's status to employee for 13 purposes of such benefits in the Public Employees Retirement System as 14 a safety position. 15 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE 16 CITY OF VERNON AS FOLLOWS: 17 SECTION 1: The City Council of the City of Vernon hereby 18 finds and determines that the recitals contained hereinabove are true 19 and correct. 20 SECTION 2: The City Council of the City of Vernon hereby 21 approves the Amended General Counsel Agreement with K&K, a copy of 22 which is attached hereto as Exhibit A and incorporated by reference. 23 SECTION 3: The City Council of the City of Vernon hereby 24 authorizes the Mayor to execute said Amendment for, and on behalf of, 25 the City of Vernon and the City Clerk is hereby authorized to attest 26 thereto. 27 / / / 28 / / / - 2 - 1 The City Council of the City of Vernon hereby SECTION 4: 2 directs the Acting City Clerk, or his designee, to send one fully 3 executed Amendment to: 4 Karns & Karabian Attn. John Karns, Esq. 900 Wilshire Blvd., Suite 530 Los Angeles, CA 90017 5 6 7 SECTION 5: The Acting City Clerk of the City of Vernon 8 shall certify to the passage of this resolution, and thereupon and 9 thereafter the same shall be in full force and effect. 10 APPROVED AND ADOPTED this 3rd day of August, 2005. 11 12 ~~~h~ THOMAS A. Y ~RRA, Mayor Pro-Tern 13 14 ATTEST: 15 16 17 18 19 20 21 22 23 24 25 26 27 28 - 3 - 1 STATE OF CALIFORNIA 2 ss COUNTY OF LOS ANGELES 3 4 I, BRUCE V. MALKENHORST, JR., Acting City Clerk of the City of 5 Vernon, do hereby certify that the foregoing Resolution, being 6 Resolution No. 8823, was duly adopted by the City Council of the City 7 of Vernon at a regular meeting of the City Council duly held on 8 Wednesday, August 3, 2005, and thereafter was duly signed by the Mayor 9 Pro-Tern of the City of Vernon. E V. MALKENHORST, Acting City Clerk 10 11 12 13 14 (SEAL) 15 16 17 18 19 20 21 22 23 24 25 26 27 28 - 4 - - l i EXHIBIT A AMENDED GENERAL COUNSEL AGREEMENT This Amended General Counsel Agreement is entered into on August 3, 2005, effective August 1,2005 (the "Effective Date"), by and between THE CITY OF VERNON, a municipal corporation ("City") and Karns & Karabian, a law firm ("K&K"), based on the following facts and circumstances: A. The City and K&K entered into agreements dated November 27,2002, July 28, 2003, and November 17, 2004 pursuant to which K&K agreed to act as General Counsel to the City, and to provide various additional legal services to the City (collectively, the "Existing Agreements"). . B. Jeffrey A. Harrison ("Harrison") is an experienced attorney at the law firm of K&K, and has been spending substantially all of his time providing legal services to the City. C. The City and K&K desire to enter into this Amended Agreement (the "Agreement") to structure their relationship such that Harrison will remain at K&K, but shall be assigned to provide legal services for the City and to serve as the Chief Assistant City Attorney for the City on the terms and conditions of this Agreement, and to clarify that K&K shall provide such additional administrative, financial, and environmental consulting services to the City as are requested by the City. Now, therefore, the parties agree as follows: 1. Engagement of Harrison. Effective as of the Effective Date and until this Agreement is terminated pursuant to its terms, the City engages K&K, and K&K shall cause Harrison, to provide additional ongoing legal services to the City (in addition to the services to be provided by K&K pursuant to the Existing Agreements). During the term of this Agreement, Harrison shall be employed by the City as the City's Chief Assistant City Attorney on the terms and conditions of this Agreement, and K&K shall cause Harrison to be assigned to provide legal services to the City, and to perform as an employee of the City. Harrison shall have those duties that are consistent with the duties of a Chief Assistant City Attorney of a municipal corporation in the State of California, and shall perform such duties under the general direction and supervision of the City Attorney and the City Administrator, or his authorized designee, as well as in accordance with direction from K&K. K&K represents that Harrison remains an active member in good standing with the State Bar of California.. 2. Place of Employment. Harrison may perform the services required hereunder from the City of Vernon or at the law office ofK&K. 3. Scope of Work and Salary. 3.1 Hours and Base Salary. K&K shall cause Harrison to provide 100 hours of services a month as Chief Assistant City Attorney. Harrison's base salary shall be $27,500 per month, which amount shall be payable directly to Harrison as a city employee. Harrison shall be paid every two weeks in accordance with the City's regular payroll practices, and his compensation shall be subject to all standard withholding deductions. 1 01910/0001 124767.1 3.2 Additional Hours. Notwithstanding the above, K&K shall cause Harrison to be reasonably available for additional hours of service as reasonably required to perform his duties as Chief Assistant City Attorney, and K&K shall bill Harrison at the rate of $365 per hour for each hour (or portion thereof) that he works in a month in excess of 100 hours. 3.3 Increases in Base Salary. The base salary paid to Harrison shall be increased at the same time and in the same percentage increase as salary increases are generally granted to other City employees. 3.4 Reconciliation with K&K Billings. The gross amounts paid to Harrison each month shall be credited against the K&K billings for hours billed by K&Keach month, such that the charges for the services for Harrison on the K&K billings to the City shall be offset by the payments made directly to Harrison for salary. 4. Expenses. The City shall, on a monthly basis, payor reimburse Harrison for the reasonable and necessary expenses incurred by Harrison in connection with the performance of his duties hereunder if (a) such expenses have been previously approved by the City or reimbursement is otherwise appropriate in accordance with the City's established policies, and (b) the City receives such verification thereof as the City may reasonably require. Harrison shall be entitled to reimbursement for any other expenses that are approved by the City Administrator or his authorized designee. Harrison may use the services of City employees in connection with the performance of his duties hereunder, including, without limitation, the performance of clerical or typing duties. Upon any termination of this Agreement, Harrison shall be reimbursed for any unpaid expenses incurred through the date of termination that are reimbursable in accordance with this Section 4. All expenses that have been reimbursed by the City to Harrison shall be credited against any such charges on the K&K billing to the City. 5. Other Benefits. Harrison shall be entitled to all of the benefits available generally to City employees, including, without limitation, participation in the City's CalPERS Safety Plan (with contributions by the City in the same manner as made for other City employees), and group health and life insurance provided to other City employees, and such additional benefit programs that may be established by the City for its employees. The City shall have the right to amend, reduce or completely terminate any or all such plans by duly authorized action respecting all employees covered by such plans as a group. Upon any termination of this Agreement, Harrison shall be entitled to all benefits through the date of termination, and to rights under benefit plans beyond the date of termination in accordance with the provisions of the plans, including COBRA in accordance with law. 6. Vacations and Holidays. Harrison may take off such holidays and vacation days as are reasonable; provided, however, that he shall be obligated to provide 100 hours of services per month notwithstanding any such vacations or holidays. 7. Termination. This Agreement may be terminated by the City or by K&K, with or without cause, at any time, upon 30 days' prior written notice; provided, however, that if the City desires to terminate this Agreement for cause, such termination shall be effective as of the date of the termination notice. 2 01910/0001 124767.1 8. Change in Employee. Notwithstanding anything to the contrary set forth in this Agreement, the City or K&K may, at any time, remove Harrison from his position as Chief Assistant City Attorney and replace him with another K&K attorney mutually acceptable to the City and K&K on the terms and conditions of this Agreement; provided, however, that the base salary and charges for additional services shall be in accordance with that attorney's regular billing rate. 9. Modification of Existing Agreements. The City and K&K hereby acknowledge and agree that it is their understanding and intent that the Existing Agr~ements (and, in particular, the description of the Legal Services to be provided pursuant to the November 17, 2004 agreement) include the City's engagement ofK&K to provide a broad range and scope of administrative, financial, and environmental consulting services in connection with the financing, development, permitting, and construction of any major capital improvements to be undertaken by the City, as such services may be requested by the City. The parties acknowledge that the hourly rate of John Karns, Esq., ofK&K, is currently $600 per hour and the hourly rate of Walter Karabian, Esq., ofK&K, is currently $600, and the Existing Agreements are hereby modified to reflect such current rates. The rates of John Karns and Walter Karabian shall be increased in accordance with any regularly scheduled increases established by K&K. 10. Notices. For purposes of this Agreement, notices and other communications provided for in this Agreement shall be in writing and shall be delivered personally or sent by United States certified mail, return receipt requested, postage prepaid, or by reputable overnight courier, addressed as follows: If to K&K: Karns & Karabian 900 Wilshire Blvd., Suite 530 Los Angeles, California 90017 Attn: John Karns, Esq. If to the City: City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Attn: Acting City Clerk . or to such other address or the attention of such other person as the recipient party has previously furnished to the other party in writing in accordance with this Section 10. Such notices or other communications shall be effective upon receipt or refusal to accept delivery. II. Integration. This Agreement represents the entire agreement and understanding between the parties as to the subject matter hereof and supersedes all prior or contemporaneous agreements, whether written or oral except for the Existing Agreements, each of which remains in full force and effect. No waiver, alteration, or modification of any ofthe provisions ofthis Agreement shall be binding unless in writing and signed by the parties hereto. 3 01910/0001 124767.1 12. Waiver. Failure or delay on the part of either party hereto to enforce any right, power, or privilege hereunder shall not be deemed to constitute a waiver thereof. Additionally, a waiver by either party of a breach of any promise hereof by the other party shall not operate as or be construed to constitute a waiver of any subsequent breach by such other party. 13. Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule, such invalidity, illegality or unenforceability will not affect any other provision, but this Agreement will be reformed, construed and enforced to limit the non- enforceable term to the extent required to make it enforceable and, if necessary, such term shall be severed from the Agreement. 14. Headings. The headings of the Sections contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of any provision of this Agreement. 15. Applicable Law. This Agreement shall be governed by and construed in accordance with the internal substantive laws, and not the choice of law rules, of the State of California. 16. Counterparts: Facsimile. This Agreement may be executed in one or more counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute but one and the same document. Facsimile signatures to this Agreement shall be enforceable. 17. Attorneys' Fees. Irt the event of any conflict, dispute, claim, or other issue arising out of or related to the terms of this Agreement or the relationship between the parties, or any other matter related to a dispute between the parties in connection with the conduct of either of them related to or arising out of the City's retaining K&K or Harrison, the prevailing party in such matter shall be entitled to recover from the non-prevailing party all of the prevailing party's costs (including, without limitation, costs of investigation and defense, court costs, and reasonable attorneys' fees and costs), in addition to such other remedies as are ordered. 18. Dispute Resolution. 18.1 Use of JAMS. The City and K&K agree that any dispute or controversy arising out of or relating to any interpretation, construction, performance, termination or breach of this Agreement or Harrison's employment with the City or termination of such employment, will be settled by final and binding arbitration by a panel of arbitrators to be held in Los Angeles County, California, in accordance with the rules of the Judicial Arbitration & Mediation Services, Irtc. ("JAMS"). Without limiting any other provision herein, this Section 18 shall survive the termination of this Agreement and will apply to any claim, dispute, or controversy that arises during or after the termination of the engagement ofK&K by the City. 18.2 Procedure. The arbitration shall take place before a panel of three retired judges of the Superior Court of the State of California (the "Arbitrators") under the auspices of JAMS. Such arbitration shall be initiated by the parties, or either of them, within ten (10) 4 01910/0001124767.1 calendar days after either party sends notice of a demand to arbitrate (the "Arbitration Notice") to the other party and to JAMS. The Arbitration Notice shall contain a description of the subject matter of the arbitration, the dispute with respect thereto, the amount involved, if any, and the remedy or determination sought. 18.3 Selection of Arbitrators. Each party shall select a retired judge from the JAMS panel, and the two selected judges shall mutually agree on the third retired judge from the JAMS panel. If one of the parties does not select a retired judge from the JAMS panel within 14 calendar days after receipt of the Arbitration Notice, JAMS will select the second judge, and the judge selected by JAMS and the judge selected by the other party will select the third judge for the panel. The third judge is to be selected within 10 calendar days following the selection of the first two judges. The three judges will together serve as the Arbitrators. In the event of any subsequent vacancies or inabilities to perform among the Arbitrators appointed, the Arbitrators involved shall be replaced in accordance with the provisions of this Section 18.3 as if such replacement was an initial appointment to be made under this Section 18.3 within the time constraints set forth in this Section 18.3, measured from the date of notice of such vacancy or inability to the person or persons required to make such appointment. 18.4 The Decision. Any party may be represented by counselor other authorized representative. In rendering a decision(s), the Arbitrators shall determine the rights and obligations of the parties according to the substantive and procedural laws of the State of California and the terms of this Agreement. The decision of the Arbitrators shall be based on the evidence introduced at the hearing, and shall be based on, and accompanied by, a written statement of decision explaining the factual and legal basis for the decision as to each of the principal controverted issues. The agreement of two of the three Arbitrators as to the resolution of the dispute shall be a conclusive resolution. The Arbitrators shall deliver the written decision to the parties within 30 calendar days following the date of the selection of the last of the Arbitrators. The decision shall be conclusive and binding, and it may thereafter be confirmed as a judgment by the Superior Court of the State of California, subject only to challenge on the grounds set forth in the California Code of Civil Procedure Section 1286.2. The validity and enforceability of the decision of the Arbitrators is to be determined exclusively by the California courts. The Arbitrators shall have the authority to grant K&K or the City or both all remedies otherwise available by law, including injunctions. 18.5 Payment of Arbitrators. The City and K&K shall pay equally the costs of all Arbitrators and the arbitration process. 18.6 Waiver. The parties hereby acknowledge that they have voluntarily waived their right to a trial by the court or by a jury, have negotiated the terms of this Agreement, including, without limitation, this Section 18, have consulted with counsel concerning such terms, and voluntarily agree to them. City's Initials K&K's Initials 5 01910/0001 124767.1 Each of the parties has executed this Agreement, in the case of the City by its duly authorized representative, as of the day and year first above written. ATTEST: CITY OF VERNON a Municipal Corporation By: Bruce V. Malkenhorst, Jr. Acting City Clerk By: Leonis C. Malburg Mayor Approved as to Form: By: Eric T. Fresch City Attorney Karns & Karabian By: John Karns Consent: I hereby consent to the above Agreement and agree to perform in accordance with its terms. Jeffrey A. Harrison 6 01910/0001 124767.1 SUPPORTING DOCUMENTS AMENDED GENERAL COUNSEL AGREEMENT This Amended General Counsel Agreement is entered into on August 3,2005, effective as of August 1,2005 (the "Effective Oate"), by and between THE CITY OF VERNON, a municipal corporation ("City") and Karns & Karabian, a law firm ("K&K"), based on the following facts and circumstances: A. The City and K&K entered into agreements dated November 27,2002, July 28, 2003, and November 17,2004 pursuant to which K&K agreed to act as General Counsel to the City, and to provide various additional legal services to the City (collectively, the "Existing Agreements"). B. Jeffrey A. Harrison ("Harrison") is an experienced attorney at the law firm of K&K, and has been spending substantially all of his time providing legal services to the City. C. The City and K&K desire to enter into this Amended Agreement (the "Agreement") to structure their relationship such that Harrison will remain at K&K, but shall be assigned to provide legal services for the City and to serve as the Chief Assistant City Attorney for the City on the terms and conditions of this Agreement, and to clarify that K&K shall provide such additional administrative, financial, and environmental consulting services to the City as are requested by the City. Now, therefore, the parties agree as follows: 1. Engagement of Harrison. Effective as of the Effective Date and until this Agreement is terminated pursuant to its terms, the City engages K&K, and K&K shall cause Harrison, to provide additional ongoing legal services to the City (in addition to the services to be provided by K&K pursuant to the Existing Agreements). During the term of this Agreement, Harrison shall be employed by the City as the City's Chief Assistant City Attorney on the terms and conditions of this Agreement, and K&K shall cause Harrison to be assigned to provide legal services to the City, and to perform as an employee of the City. Harrison shall have those duties that are consistent with the duties ofa Chief Assistant City Attorney of a municipal corporation in the State of California, and shall perform such duties under the general direction and supervision of the City Attorney and the City Administrator, or his authorized designee, as well as in accordance with direction from K&K. K&K represents that Harrison remains an active member in good standing with the State Bar of California. 2. Place of Employment. Harrison may perform the services required hereunder from the City of Vernon or at the law office of K&K. 3. Scope of Work and Salary. 3.1 Hours and Base Salary. K&K shall cause Harrison to provide 100 hours of services a month as Chief Assistant City Attorney. Harrison's base salary shall be $27,500 per month, which amount shall be payable directly to Harrison as a city employee. Harrison shall be paid every two weeks in accordance with the City's regular payroll practices, and his compensation shall be subject to all standard withholding deductions. 1 01910/0001 124767.1 3.2 Additional Hours. Notwithstanding the above, K&K shall cause Harrison to be reasonably available for additional hours of service as reasonably required to perform his duties as Chief Assistant City Attorney, and K&K shall bill Harrison at the rate of$365 per hour for each hour (or portion thereof) that he works in a month in excess of 100 hours. 3.3 Increases in Base Salary. The base salary paid to Harrison shall be increased at the same time and. in the same percentage increase as salary increases are generally granted to other City employees. 3.4 Reconciliation with K&K Billings. The gross amounts paid to Harrison each month shall be credited against the K&K billings for hours billed by K&K each month, such that the charges for the services for Harrison on the K&K billings to the City shall be offset by the payments made directly to Harrison for salary. 4. Expenses. The City shall, on a monthly basis, payor reimburse Harrison for the reasonable and necessary expenses incurred by Harrison in connection with the performance of his duties hereunder if (a) such expenses have been previously approved by the City or reimbursement is otherwise appropriate in accordance with the City's established policies, and (b) the City receives such verification thereof as the City may reasonably require. Harrison shall be entitled to reimbursement for any other expenses that are approved by the City Administrator or his authorized designee. Harrison may use the services of City employees in connection with the performance of his duties hereunder, including, without limitation, the performance of clerical or typing duties. Upon any termination of this Agreement, Harrison shall be reimbursed for any unpaid expenses incurred through the date of termination that are reimbursable in accordance with this Section 4. All expenses that have been reimbursed by the City to Harrison shall be credited against any such charges on the K&K billing to the City. 5. Other Benefits. Harrison shall be entitled to all of the benefits available generally to City employees, including, without limitation, participation in the City's CalPERS Safety Plan (with contributions by the City in the same manner as made for other City employees), and group health and life insurance provided to other City employees, and such additional benefit programs that may be established by the City for its employees. The City shall have the right to amend, reduce or completely terminate any or all such plans by duly authorized action respecting all employees covered by such plans as a group. Upon any termination of this Agreement, Harrison shall be entitled to all benefits through the date of termination, and to rights under benefit plans beyond the date of termination in accordance with the provisions of the plans, including COBRA in accordance with law. 6. Vacations and Holidays. Harrison may take off such holidays and vacation days as are reasonable; provided, however, that he shall be obligated to provide 100 hours of services per month notwithstanding any such vacations or holidays. 7. Termination. This Agreement may be terminated by the City or by K&K, with or without cause, at any time, upon 30 days' prior written notice; provided, however, that if the City desires to terminate this Agreement for cause, such termination shall be effective as of the date of the termination notice. 2 01910/0001 124767.1 8. Change in Employee. Notwithstanding anything to the contrary set forth in this Agreement, the City or K&K may, at any time, remove Harrison from his position as Chief Assistant City Attorney and replace him with another K&K attorney mutually acceptable to the City and K&K on the terms and conditions ofthis Agreement; provided, however, that the base salary and charges for additional services shall be in accordance with that attorney's regular billing rate. 9. Modification of Existing Agreements. The City and K&K hereby acknowledge and agree that it is their understanding and intent that the Existing Agreements (and, in particular, the description of the Legal Services to be provided pursuant to the November 17, 2004 agreement) include the City's engagement ofK&K to provide a broad range and scope of administrative, financial, and environmental consulting services in connection with the financing, development, permitting, and constmction of any major capital improvements to be undertaken by the City, as such services may be requested by the City. The parties acknowledge that the hourly rate of John Karns, Esq., ofK&K, is currently $600 per hour and the hourly rate of Walter Karabian, Esq., ofK&K, is currently $600, and the Existing Agreements are hereby modified to reflect such current rates. The rates of John Karns and Walter Karabian shall be increased in accordance with any regularly scheduled increases established by K&K. 10. Notices. For purposes of this Agreement, notices and other communications provided for in this Agreement shall be in writing and shall be delivered personally or sent by United States certified mail, return receipt requested, postage prepaid, or by reputable overnight courier, addressed as follows: If to K&K: Karns & Karabian 900 Wilshire Blvd., Suite 530 Los Angeles, California 90017 Attn: John Karns, Esq. If to the City: City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Attn: Acting City Clerk or to such other address or the attention of such other person as the recipient party has previously furnished to the other party in writing in accordance with this Section 10. Such notices or other communications shall be effective upon receipt or refusal to accept delivery. 11. Integration. This Agreement represents the entire agreement and understanding between the parties as to the subject matter hereof and supersedes all prior or contemporaneous agreements, whether written or oral except for the Existing Agreements, each of which remains in full force and effect. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by the parties hereto. 3 01910/0001 124767.1 12. Waiver. Failure or delay on the part of either party hereto to enforce any right, power, or privilege hereunder shall not be deemed to constitute a waiver thereof. Additionally, a waiver by either party ofa breach of any promise hereof by the other party shall not operate as or be construed to constitute a waiver of any subsequent breach by such other party. 13. Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule, such invalidity, illegality or unenforceability will not affect any other provision, but this Agreement will be reformed, construed and enforced to limit the non- enforceable term to the extent required to make it enforceable and, if necessary, such term shall be severed from the Agreement. 14. Headings. The headings of the Sections contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of any provision of this Agreement. 15. Applicable Law. This Agreement shall be governed by and construed in accordance with the internal substantive laws, and not the choice of law rules, of the State of California. 16. Counterparts~ Facsimile. This Agreement may be executed in one or more counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute but one and the same document. Facsimile signatures to this Agreement shall be enforceable. 17. Attorneys' Fees. In the event of any conflict, dispute, claim, or other issue arising out of or related to the terms of this Agreement or the relationship between the parties, or any other matter related to a dispute between the parties in connection with the conduct of either of them related to or arising out of the City's retaining K&K or Harrison, the prevailing party in such matter shall be entitled to recover from the non-prevailing party all of the prevailing party's costs (including, without limitation, costs of investigation and defense, court costs, and reasonable attorneys' fees and costs), in addition to such other remedies as are ordered. 18. Dispute Resolution. 18.1 Use of JAMS. The City and K&K agree that any dispute or controversy arising out of or relating to any interpretation, construction, performance, termination or breach of this Agreement or Harrison's employment with the City or termination of such employment, will be settled by final and binding arbitration by a panel of arbitrators to be held in Los Angeles County, California, in accordance with the rules of the Judicial Arbitration & Mediation Services, Inc. ("JAMS"). Without limiting any other provision herein, this Section 18 shall survive the termination of this Agreement and will apply to any claim, dispute, or controversy that arises during or after the termination of the engagement of K&K by the City. 18.2 Procedure. The arbitration shall take place before a panel of three retired judges of the Superior Court of the State of California (the "Arbitrators") under the auspices of JAMS. Such arbitration shall be initiated by the parties, or either of them, within ten (10) 4 01910/0001 124767.1 . . calendar days after either party sends notice of a demand to arbitrate (the "Arbitration Notice") to the other party and to JAMS. The Arbitration Notice shall contain a description of the subject matter of the arbitration, the dispute with respect thereto, the amount involved, if any, and the remedy or determination sought. 18.3 Selection of Arbitrators. Each party shall select a retired judge from the JAMS panel, and the two selected judges shall mutually agree on the third retired judge from the JAMS panel. If one of the parties does not select a retired judge from the JAMS panel within 14 calendar days after receipt of the Arbitration Notice, JAMS will select the second judge, and the judge selected by JAMS and the judge selected by the other party will select the third judge for the panel. The thirdjudge.is to be selected within 10 calendar days following the selection of the first two judges. The three judges will together serve as the Arbitrators. In the event of any subsequent vacancies or inabilities to perform among the Arbitrators appointed, the Arbitrators involved shall be replaced in accordance with the provisions of this Section 18.3 as if such replacement was an initial appointment to be made under this Section 18.3 within the time constraints set forth in this Section 18.3, measured from the date of notice of such vacancy or inability to the person or persons required to make such appointment. 18.4 The Decision. Any party may be represented by counsel or other authorized representative. In rendering a decision(s), the Arbitrators shall determine the rights and obligations of the parties according to the substantive and procedural laws of the State of California and the terms of this Agreement. The decision of the Arbitrators shall be based on the evidence introduced at the hearing, and shall be based on, and accompanied by, a written statement of decision explaining the factual and legal basis for the decision as to each of the principal controverted issues. The agreement of two of the three Arbitrators as to the resolution of the dispute shall be a conclusive resolution. The Arbitrators shall deliver the written decision to the parties within 30 calendar days following the date of the selection of the last of the Arbitrators. The decision shall be conclusive and binding, and it may thereafter be confirmed as a judgment by the Superior Court of the State of California, subject only to challenge on the grounds set forth in the California Code of Civil Procedure Section 1286.2. The validity and enforceability of the decision of the Arbitrators is to be determined exclusively by the California courts. The Arbitrators shall have the authority to grant K&K or the City or both all remedies otherwise available by law, including injunctions. 18.5 Payment of Arbitrators. The City and K&K shall pay equally the costs of all Arbitrators and the arbitration process. 18.6 Waiver. The parties hereby acknowledge that they have voluntarily waived their right to a trial by the court or by a jury, have negotiated the terms of this Agreement, including, without limitation, this Section 18, have consulted with counsel concerning such terms, and voluntarily agree to them. /!~f ~ I);: K&K's ~ials ~. City's Initials 5 01910/0001 124767.1 '. Each of the parties has executed this Agreement, in the case of the City by its duly authorized representative, as of the day and year first above written. ATTEST: B Approved as to Form: By: z:; ra Eric T. Fresch "-J City Attorney Consent: CITY OF VERNON a unicipal Corporation B~~-Y' . eO~ls C. Malburg Mayor Karns & Karabian BY~~ John Karns I hereby consent to the above Agreement and agree to perform in accordance with its terms. 01910/0001 124767.1 6